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Title: |
Share and Asset Acquisition Agreement |
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Entities: |
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Date: |
2002 |
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Size: |
Preview shows 16KB of 90KB total |
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Price: |
$42 |
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ID: |
#379885 |
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SHARE AND ASSET ACQUISITION AGREEMENT
Between
ANVIL MINING NL
and
ANVIL INTERNATIONAL FINANCE LIMITED
and
GOLDEN STAR RESOURCES LTD
-1-
{PAGE}
SHARE AND ASSET ACQUISITION AGREEMENT
TABLE OF CONTENTS
{Table}
{Caption}
ARTICLE TITLE PAGE
------- ----- ----
{S} {C} {C}
1. Interpretation 4
2. Sale 6
3. Purchase Price 7
4. AIFL and Anvil Representations and Warranties 8
5. GSR's Representations and Warranties 12
6. Survival of Representations and Warranties 13
7. Anvil and AIFL's Closing Conditions 13
8. GSR's Closing Conditions 14
9. Termination 15
10. Attornment and Proper Law 15
11. Covenants of GSR 15
12. Notices 16
13. Confidentiality 16
14. Indemnification 17
15. Miscellaneous 17
{/Table}
{Table}
{Caption}
SCHEDULE TITLE PAGE
-------- ----- ----
{S} {C} {C}
A. BGL Agreements 20
B. BGL Debt 21
C. Deed of Transfer 23
D. Deed of Assignment 26
E. Assignment and Novation Agreement 29
F. BGL Security Documentation 33
G. Certification of Non-Canadian Beneficial Ownership 35
{/Table}
-2-
{PAGE}
THIS SHARE AND ASSET ACQUISITION AGREEMENT MADE THE 6TH DAY OF AUGUST, 2001.
AMONG:
ANVIL MINING NL, a company organized and existing under the laws
of Australia having its registered office at Ground Floor, 278
Stirling Highway, Claremont, Western Australia 6010, Australia
(hereinafter referred to as "Anvil")
OF THE FIRST PART
AND:
ANVIL INTERNATIONAL FINANCE LIMITED, a company organized and
existing under the laws of Malta and having its registered office
at 167 Merchants Street, Valetta, Malta
(hereinafter referred to as "AIFL")
OF THE SECOND PART
AND:
GOLDEN STAR RESOURCES LTD., a corporation amalgamated under the
laws of Canada and having its registered office in Vancouver,
Canada and its principal office at 10579 Bradford Road, Suite 103,
Littleton, CO 80127-4247, U.S.A.
(hereinafter referred to as "GSR")
OF THE THIRD PART
WHEREAS:
A. Pursuant to a Revised and Restated Agreement dated June 1, 1999,
among Anvil, GSR and a number of vendors, AIFL and Bogoso Holdings
("BH") acquired 90% of the shares of Bogoso Gold Limited ("BGL")
and all of the outstanding debt owed to the vendors by BGL;
B. In addition, GSR and Anvil entered into a Heads of Agreement dated
April 30, 1999 providing for the joint management of the shares
and debt acquired among other things;
C. GSR through its nominee, BH, now wishes to acquire Anvil and
AIFL's interest, as the case may be, in the shares and debts of
BGL and in the above agreements;
D. AIFL wishes to transfer its shares in BGL to GSR through its
nominee, BH and GSR through its nominee, BH wishes to receive the
above shares upon the terms and subject to the conditions set
forth in this Agreement;
-3-
{PAGE}
E. Anvil wishes to sell, assign and transfer certain debt it holds to
GSR through its nominee, BH and GSR through its nominee, BH wishes
to acquire the debt upon the terms and subject to the conditions
set forth in this Agreement;
F. Anvil wishes to sell, assign and transfer its interests in the
above agreements to GSR through its nominee, BH and GSR through
its nominee, BH wishes to acquire the interests in the above
agreements upon the terms and subject to the conditions set forth
in this Agreement;
G. GSR has advised Anvil and AIFL that it is its intention that the
shares, debts and interests in the agreements to be sold pursuant
hereto be transferred by Anvil and AIFL at Closing to its nominee,
BH.
NOW, THEREFORE, in consideration of the premises hereto and the covenants,
warranties, representations, agreements and payments herein set forth and
provided for, the parties hereto covenant and agree as follows:
ARTICLE 1.
INTERPRETATION
1.1 In this Agreement, including the premises hereto, this clause and each
Schedule, the words and phrases set forth below shall having the
meaning ascribed thereto, namely:
(a) "Act" means the Canada Business Corporations Act, RSC 1985, c.
C-44 (CA) as amended, together with all regulations promulgated
pursuant thereto;
(b) "Agreement" means this Share and Asset Acquisition Agreement
dated the 6th day of August, 2001 among Anvil, AIFL and GSR, and
the expressions "above", "below", "herein", "hereto", "hereof"
and similar expressions refer to this Agreement;
(c) "AIFL" means Anvil International Finance Limited, a corporation
organized and existing under the laws of Malta;
(d) "Anvil" means Anvil Mining NL, a corporation organized and
existing under the laws of Australia;
(e) "BGL" means Bogoso Gold Limited, a corporation organized and
existing under the laws of the Republic of Ghana;
(f) "BGL Agreements" means all of Anvil's entire right, title and
interest in and to the agreements more particularly described in
Schedule "A";
(g) "BGL Assets" means collectively all of the interests whatsoever
of Anvil and AIFL, as the case may be, in the BGL Shares, BGL
Agreements and BGL Debt;
(h) "BGL Debt" means the indebtedness of BGL to Anvil pursuant to
the agreements listed in Schedule B together with all accrued
interest, expenses and other monies owed by BGL to Anvil
pursuant to such agreements which, as of the close of business
on June 30, 2001, in the aggregate amounted to 22.2% of the
total indebtedness of BGL to GSR and Anvil of $28,898,200, which
equals $6,415,400;
-4-
{PAGE}
(i) "BGL Security Documentation" means the agreements with respect
to the BGL Debt set forth in Schedule "F";
(j) "BGL Shares" means 156,586 Class "A" shares of no par value of
BGL held by AIFL;
(k) "BH" means Bogoso Holdings, a corporation incorporated under the
laws of the Cayman Islands;
(l) "Business" means the business presently and heretofore carried
on by BGL as a going concern;
(m) "Business Day" means a week day, excluding all statutory
holidays in the USA, Canada, Australia or Ghana;
(n) "Closing" means the transfer of the BGL Assets and the payment
of the Purchase Price and the completion of all matters
incidental thereto;
(o) "Closing Date" means 4:00 p.m., Calgary time, on August 20,
2001, or such later date as the parties agree in writing;
(p) "DEG" means DEG-Deutsche Investitions und
Entwicklungsgcsellschaft mbH, a development finance institution
organized and existing under the laws of the Federal Republic of
Germany;
(q) "Effective Date" means 12:01 a.m., Denver time, on August 20,
2001 for the Closing, or such later date as the parties may
agree in writing;
(r) "Encumbrance" means a mortgage, charge, pledge, lien, option,
restriction, claim, equity, right of first refusal, right of
pre-emption, third-party right or interest, other encumbrance or
security interest of any kind, or another type of preferential
arrangement (including, without limitation, a title transfer or
retention arrangement) having similar effect;
(s) "GSR" means Golden Star Resources Ltd., a corporation
amalgamated under the Act;
(t) "GSR Shares" means an aggregate of 3,000,000 common shares of
GSR issued to AIFL and Anvil from the treasury of GSR at a
deemed price of $0.40 per common share;
(u) "IFC" means the International Finance Corporation, an
international organization established by articles of agreement
among its member countries;
(v) "Place of Closing" means the offices of Field Atkinson Perraton
located at 1900 First Canadian Centre, 350 - 7th Avenue S.W.,
Calgary, AB, Canada;
(x) "Purchase Price" shall have the meaning attributed to it in
Article 3.1;
(y) "Regulatory Approvals" means the approvals for the transactions
contemplated herein, required from all regulatory bodies
including any stock exchange, the United States Securities and
Exchange Commission or any state authority having jurisdiction
over securities matters generally.
1.2 Appended hereto are the following Schedules:
-5-
{PAGE}
Schedule "A" - BGL Agreements
Schedule "B" - BGL Debt
Schedule "C" - Deed of Transfer
Schedule "D" - Deed of Assignment
Schedule "E" - Assignment and Novation Agreement
Schedule "F" BGL Security Documentation
Schedule "G" Certificate
1.3 Wherever any provision of any Schedule to this Agreement conflicts with
any provision in the body of this Agreement, the provisions of the body
of this Agreement shall prevail. References herein to a Schedule shall
mean a reference to the applicable Schedule to this Agreement.
References in any Schedule to the "Agreement" shall mean a reference to
this Agreement. References in any Schedule to another Schedule shall
mean a reference to a Schedule to this Agreement.
1.4 References herein to a clause shall mean a reference to a clause within
the body of this Agreement.
1.5 The headings of Articles, clauses and subclauses herein and in the
Schedules are inserted for convenience of reference only and shall not
affect or be considered to affect the construction of the provisions
hereof.
1.6 In this Agreement, words importing persons include corporations and
vice versa, words importing the masculine gender include the feminine
and neuter genders and vice versa, and words importing the singular
include the plural and vice versa.
1.7 All amounts of money which are referred to in this Agreement are
expressed in lawful money of the United States of America unless
otherwise specified.
ARTICLE 2.
SALE
2.1 AIFL agrees to sell and convey the BGL Shares it holds and GSR through
its nominee, BH, agrees to purchase and receive the BGL Shares held by
AIFL, all in accordance with and subject to the terms and conditions
set forth in the Agreement.
2.2 From time to time after the Closing Date, AIFL shall execute and
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